WILLIAMS COMPANIES, INC. — Director's Dealing 2009

Feb 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS COMPANIES INC (WMB)
CIK: 0000107263
Period of Report: 2009-02-23

Reporting Person: Timmermans Ted T (Vice President and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-23	Restricted Stock Units	$10.86	A	11459	Acquired	2012-02-23	Common Stock (11459)	Direct
2009-02-23	Restricted Stock Units	$10.86	A	7162	Acquired	2012-02-23	Common Stock (7162)	Direct
2009-02-23	Restricted Stock Units	$10.86	A	3003	Acquired	2009-03-03	Common Stock (3003)	Direct
2009-02-23	Employee Options (Right to Buy)	$10.86	A	6076	Acquired	2019-02-23	Common Stock (6076)	Direct
2009-02-23	Employee Options (Right to Buy)	$10.86	A	6076	Acquired	2019-02-23	Common Stock (6076)	Direct
2009-02-23	Employee Options (Right to Buy)	$10.86	A	6077	Acquired	2019-02-23	Common Stock (6077)	Direct

Footnotes

F1: Vesting is subject to applicable grant agreement and compensation committee certification that the Company has met the three year performance measure. The specific performance measure will be based on total shareholder return with absolute and relative dependent measures.

F2: Represents restricted stock units acquired pursuant to the 2006 performance-based grant agreement as a result of EVA attainment of 150%, as certified by the compensation committee.